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Exhibit
10.11
EMPLOYMENT
AGREEMENT
This Agreement (the
“Agreement”) is made as of February 11, 2005 by
Computer Software Innovations, Inc., a Delaware corporation, (the
“Company”), and Beverly N. Hawkins (the
“Employee”).
R E C I T A L
S:
The Company intends to employ
the Employee in the capacity and on the terms and conditions set
forth herein, and the Employee desires to be employed by the
Company on the terms and conditions set forth herein.
In consideration of the
premises hereof and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto agree as
follows:
1. Employment . The
Company agrees to employ the Employee during the Term specified in
paragraph 2 hereof and the Employee agrees to accept such
employment, upon the terms and conditions hereinafter set
forth.
2. Term . Subject to
the terms and conditions of this Agreement, the Employee’s
employment by the Company shall be for a term of three years,
commencing on the date hereof and expiring on the close of business
on February 10, 2008 (the “Initial Term”). After the
expiration of the Initial Term, Employee’s term of employment
by the Company shall automatically continue for one-year terms
unless and until either party shall give to the other at least
thirty (30) days’ advance written notice (“Notice of
Termination”) of their intent to terminate employment prior
to expiration of the term (the Initial Term and the period, if any,
thereafter, during which the Employee’s employment shall
continue are collectively referred to as the “Term”).
Such Notice of Termination shall specify the date of expiration
(which, subject to paragraph 6 hereof, may not be earlier than the
end of the Initial Term). The Company shall have the right at any
time during any such 30 day notice period to relieve the Employee
of his office, duties and responsibilities and to place him on a
paid leave-of-absence status; provided, that during such notice
period the Employee shall remain an employee of the Company and
shall continue to receive his salary and other benefits as provided
in this Agreement.
3. Duties and
Responsibilities .
(a) Employee shall initially
serve as Vice-President of Support Services of the Company with
day-to-day responsibility and supervising and managing software
support, technical support, training, quality assurance,
implementation and programming staff.
(b) Subject to the authority
of the Board of Directors of the Company to modify the duties and
responsibilities of Employee, Employee’s powers, duties
and
responsibilities shall initially consist
of such powers, duties and responsibilities reasonably associated
with the position of supervising and managing software support,
technical support, training, quality assurance, implementation and
programming staff of a Company of the size and nature of the
Company; provided, however, that such duties and responsibilities
will not be modified in any manner which is inconsistent with the
Employee’s current standing and position with the Company
without the prior written consent of the Employee. Notwithstanding
anything contained herein to the contrary, the Employee shall not
be required to perform any act which would constitute or require
the violation of any federal, state or local law, rule, regulation,
ordinance or the like.
(c) The Employee shall be
employed on a full-time basis by the Company with the expectation
of working a forty (40) hour week. During the Term the Employee
agrees that he will devote his best efforts and all his skill and
ability to the performance of his duties hereunder to generally
promote the interests of the Company. During the Term it shall not
be a violation of this Agreement for the Employee to serve on civic
or charitable boards or committees, to perform speaking
engagements, or to manage his personal passive investments, so long
as such activities (individually or collectively) do not interfere
with the performance of the Employee’s responsibilities as an
employee of the Company.
(d) In addition to such
services as Employee is required to render to the Company, from
time to time, if requested, he shall render similar services to
affiliates of the Company; provided that such services can be
performed within the forty (40) hour work week described in
Paragraph 3(a) above.
(e) The Employee’s
services initially shall be performed at 1661 East Main Street,
Easley, South Carolina, subject to necessary temporary, travel
requirements of the Company. The principal location of
Employee’s services shall not be transferred more than thirty
(30) miles from the initial location without the Employee’s
prior written consent.
4. Compensation; Bonus
.
(a) As compensation for
services hereunder and in consideration of his agreement not to
compete as set forth in paragraph 8 hereof, the Company shall pay
the Employee a base salary at the annual rate of $185,000.00. Such
base salary shall be paid in equal installments in accordance with
the normal payroll policies of the Company, but no less frequently
than bi-weekly.
(b) Employee shall be
eligible to receive such raises and cash or stock bonuses as the
Board shall in its sole discretion, from time to time, determine.
Employee shall be entitled to participate on the same basis in any
bonus or other incentive programs sponsored by the Company for
employees in similar standing and position within the
Company.
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(c) Additional compensation
for those certain Noncompete Covenants (defined herein) is set
forth in Paragraph 8(b) hereof.
5. Expenses; Fringe
Benefits .
(a) The Company agrees to pay
or to reimburse the Employee during the Term for all reasonable,
ordinary and necessary business expenses incurred in the
performance of his services hereunder in accordance with the
policies of the Company as are from time to time in effect. The
Employee, as a condition to obtaining such payment or
reimbursement, shall provide to the Company any and all statements,
bills or receipts evidencing the travel or out-of-pocket expenses
for which the Employee seeks payment or reimbursement, and any
other information or materials reasonably required by such Company
policy or as the Company may otherwise from time to time reasonably
require.
(b) During the Term the
Employee and, to the extent eligible, his dependents, shall be
entitled to participate in and receive all benefits under any
welfare benefit plans and programs provided by the Company
(including without limitation, medical, dental, disability, group
life (including accidental death and dismemberment) and business
travel insurance plans and programs) applicable generally to the
employees of the Company, subject, however, to the generally
applicable eligibility and other provisions of the various plans
and programs in effect from time to time. If any of the benefits
provided in this subsection are materially reduced, Employee has an
immediate right to terminate this Agreement.
(c) During the Term the
Employee shall be entitled to participate in all retirement plans
and programs (including without limitation any profit
sharing/401(k) plan) applicable generally to the employees of the
Company, subject, however, to generally applicable eligibility and
other provisions of the various plans and programs in effect from
time to time. In addition, during the Term the Employee shall be
entitled to receive fringe benefits and perquisites in accordance
with the plans, practices, programs and policies of the Company
from time to time in effect, available generally to the executive
officers of the Company and consistent with the generally
applicable guidelines determined by the Board. If any of the
benefits provided in this subsection are materially reduced,
Employee has an immediate right to terminate this
Agreement.
(d) The Employee shall be
entitled to as many vacation days, holidays, sick days and personal
days consistent with the Company’s policies for similarly
situated employees.
6. Termination
.
(a) The Company shall have
the right to terminate the Employee’s employment with the
Company at any time during the Term with or without
“Cause”; provided, that any termination by the Company
for Cause shall be communicated by the Company to the Employee in
writing indicating the basis for termination. (The effective date
of the Employee’s termination of employment with the Company,
regardless of the
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reason, is referred to as the
“Date of Termination”.) For purposes of this Agreement,
the term “Cause” shall be limited to the following
grounds:
(i) The Employee’s
persistent failure or refusal to perform his material duties and
responsibilities after written notice from the Company (other than
any such failure resulting from Employee’s disability or
death which are governed by paragraph 7);
(ii) The willful
misappropriation by Employee of the funds or property of the
Company;
(iii) The commission by the
Employee of any willful, reckless or intentional act or act of
gross negligence which materially injures the reputation, business
or business relationships of the Company, including, without
limitation indictment or its equivalent for any crime constituting
a felony or involving theft, or dishonesty, but not including any
crime relating to any moving traffic violations;
(iv) Habitual use of alcohol
interfering with the performance of the Employee’s
obligations under this Agreement, or use of illegal
drug(s);
(v) Any breach by the
Employee (not covered by any of clauses (i) through (iv) and other
than in connection with the death or disability of Employee as set
forth in paragraph 7) of any material provision of this Agreement,
which is not cured by Employee in a reasonably prompt manner after
notice from the Company.
Upon the termination of the
Employee’s employment with the Company for Cause, the Company
shall pay the Employee, subject to appropriate offsets (only as
permitted by applicable law) for debts or money due to the Company,
including without limitation personal loans to the Employee and
travel advances (such permissible offsets, an
“Offset”), his salary compensation only through, and
any unpaid reimbursable expenses outstanding as of, the Date of
Termination. Any benefits to which Employee or his beneficiaries
may be entitled under the plans and programs described in
paragraphs 5(b) and (c) hereof as of his Date of Termination shall
be determined in accordance with the terms of such plans and
programs. Except as provided in this subparagraph, in connection
with the Employee’s termination by the Company for Cause, the
Company shall have no further liability to the Employee or the
Employee’s heirs, beneficiaries or estate for damages,
compensation, benefits, indemnities or other amounts of whatever
nature.
Upon the termination of the
Employee’s employment with the Company without Cause (which
shall include, but not be limited to, a termination resulting from
the Company modifying Employee’s duties and responsibilities
without Employee’s written consent or the transfer of the
principal location of Employee’s services more than thirty
(30) miles from the initial location without Employee’s
written consent), the Company shall pay the Employee at the time of
such termination as severance pay hereunder, subject to appropriate
Offset, an amount equal to eighteen (18) months base salary, as
set
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forth in Paragraph 4(a). Any benefits to
which Employee or his beneficiaries may be entitled under the plans
and programs described in paragraphs 5(b) and (c) hereof as of his
Date of Termination shall be determined in accordance with the
terms of such plans and programs. Except as provided in this
subparagraph, in connection with the Employee’s termination
by the Company without Cause, the Company shall have no further
liability to the Employee or the Employee’s heirs,
beneficiaries or estate for damages, compensation, benefits,
indemnities or other amount of whatever nature.
(b) The Employee shall have
the right to terminate his employment with the Company at any time
upon thirty (30) days written notice to the Company. In such event,
Employee shall not be entitled to any severance pay except as may
be determined in the sole discretion of the Company.
7. Disability; Death
.
(a) In the event the Employee
shall be evaluated by a physician selected by the Employee and a
physician selected by the Company as being permanently and totally
disabled and unable to perform the essential functions of his
duties hereunder by virtue of illness or physical or mental
incapacity or disability (from any cause or causes whatsoever) in
substantially the manner and to the extent performed prior to the
commencement of such disability (all such causes being referred to
as “disability’) and the Employee shall fail to perform
such duties for periods aggregating ninety (90) days (inclusive of
non-business days), whether or not continuous, in any continuous
period of one hundred and eighty (180) days, the Company shall have
the right to terminate the Employee’s employment hereunder as
at the end
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